AMGGF / Alamos Gold Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-133895 Affinion Group, Inc. (Exact name of registrant as specified in i

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

8-K 1 d370392d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2017 (May 10, 2017) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Ot

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2017 REAFFIRMS FULL YEAR GUIDANCE FOR 2017

Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2017 REAFFIRMS FULL YEAR GUIDANCE FOR 2017 STAMFORD, Conn., May 12, 2017 ? Affinion Group Holdings, Inc. (?Affinion Holdings? or the ?Company?), a global leader in loyalty and customer

NOMINATING AGREEMENT

EX-10.2 4 d370392dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION NOMINATING AGREEMENT This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Elliott Management Corporation (“Elliott”). RECITALS WHEREAS, pursuant to the Certificate (as defined herein),

AGI / Alamos Gold Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFIN

Indenture, dated as of May 10, 2017, among Affinion Group, Inc., the Guarantors party thereto, and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 000-55577).

EX-4.1 Exhibit 4.1 EXECUTION VERSION AFFINION GROUP, INC. as Issuer the GUARANTORS named herein $532,616,637 SENIOR CASH 12.5% / PIK STEP-UP TO 15.5% NOTES DUE 2022 INDENTURE Dated as of May 10, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 5 SECTION 1.02. Other Definitions 37 SECTION 1.

NOMINATING AGREEMENT

EX-10.3 5 d370392dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION NOMINATING AGREEMENT This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Metro SPV LLC (“ICG”). RECITALS WHEREAS, pursuant to the Certificate (as defined herein), among other things,

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE COMPLETION OF RECAPITALIZATION TRANSACTIONS

EX-99.2 8 d370392dex992.htm EX-99.2 Exhibit 99.2 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE COMPLETION OF RECAPITALIZATION TRANSACTIONS • Completed Private Exchange Offers and Consent Solicitations • Completed Refinancing of Existing Credit Facility with New Cre

WARRANT AGREEMENT

Exhibit 10.4 EXECUTION VERSION WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of May 10, 2017, by and between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the ?Warrant Agent?). Capitalized terms used herein but not otherwise defined shall have the meanings

CREDIT AGREEMENT Dated as of May 10, 2017, AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, HPS INVESTMENT PARTNERS, LLC as Administrative Agent and Collateral Agent HPS INVESTMENT PARTNERS, LLC as Lead Arra

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of May 10, 2017, Among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC as Administrative Agent and Collateral Agent HPS INVESTMENT PARTNERS, LLC as Lead Arranger, Syndication Agent, Documentation Agent and Bookrunner Table of Contents Page ARTICLE I DEFINITI

SUPPLEMENTAL INDENTURE NO. 8

EX-4.1 2 d370692dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 8 SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”) dated as of April 18, 2017 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) under the I

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE EXTENSION OF DEADLINE FOR TOTAL CONSIDERATION IN EXCHANGE OFFERS AND RECEIPT OF REQUIRED CONSENTS FOR AMENDMENTS TO CERTAIN EXISTING INDENTURES

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE EXTENSION OF DEADLINE FOR TOTAL CONSIDERATION IN EXCHANGE OFFERS AND RECEIPT OF REQUIRED CONSENTS FOR AMENDMENTS TO CERTAIN EXISTING INDENTURES STAMFORD, Conn., April 17, 2017 ? Affinion Group Holdi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d370692d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2017 (April 17, 2017) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State o

SUPPLEMENTAL INDENTURE NO. 2

EX-4.2 Exhibit 4.2 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE NO. 2 (this ?Supplemental Indenture?) dated as of April 18, 2017 among Affinion Investments, LLC, a Delaware limited liability company (the ?Issuer?), Affinion Investments II, LLC, a Delaware limited liability company (the ?Guarantor?), and Wells Fargo Bank, National Association, a national banking association

Armstrong Flooring 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 3, 2017 AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE PRIVATE EXCHANGE OFFERS AND RELATED CONSENT SOLICITATIONS FOR THE 7.875% SENIOR NOTES DUE 2018, 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 AND 13.50% SENIOR SUBORDINATED NOTE

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE PRIVATE EXCHANGE OFFERS AND RELATED CONSENT SOLICITATIONS FOR THE 7.875% SENIOR NOTES DUE 2018, 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 AND 13.50% SENIOR SUBORDINATED NOTES DUE 2018 S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2017 AFFINION GROUP HOLDINGS, INC.

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)

Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (unaudited) For the Year Ended Dec. 31, 2012 For the Year Ended Dec. 31, 2013 For the Year Ended Dec. 31, 2014 For the Year Ended Dec. 31, 2015 For the Year Ended Dec. 31, 2016 Earnings: Pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiar

Investor Purchase Agreement, dated as of March 31, 2017, by and among Affinion Group Holdings, Inc., Affinion Group, Inc., Affinion Investments, LLC, affiliates of Elliott Management Corporation, Franklin Mutual Quest Fund, affiliates of Empyrean Capital Partners, LP, and Metro SPV LLC (incorporated by reference to Exhibit 10.1 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on March 31, 2017, File No. 333-133895).

EX-10.1 Exhibit 10.1 INVESTOR PURCHASE AGREEMENT INVESTOR PURCHASE AGREEMENT, dated March 31, 2017 (this “Agreement”), by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), Affinion Group, Inc. (the “Issuer”), Affinion Investments, LLC (“Affinion Investments” and, together with the Company and the Issuer, the “Affinion Parties” and each individually, an “Affinion Part

Employment Agreement, dated as of December 27, 2014, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Scott Lazear (incorporated by reference to Exhibit 10.42 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, File No. 333-133895).

EX-10.42 2 agi-ex1042810.htm EX-10.42 EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and Scott Lazear (“Executive”) (collectively the “Parties”) is made a

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT • Affinion Group, LLC (DE) • Affinion Developments, LLC (DE) • Affinion PD Holdings, Inc. (DE) • Affinion Benefits Group, LLC (DE) • Affinion Data Services, Inc. (DE) • Affinion Investments, LLC (DE) • Affinion Publishing, LLC. (DE) • CCAA Corporation (DE) • Long Term Preferred Care, Inc. (TN) • Trilegiant Corporation (DE) • Cardwell Agency Inc. (VA) • S

HPS Investment Partners, LLC 40 West 57th Street New York, New York 10019

EX-10.2 Exhibit 10.2 Execution Version HPS Investment Partners, LLC 40 West 57th Street New York, New York 10019 CONFIDENTIAL March 31, 2017 Affinion Group, Inc. 6 High Ride Park Stamford, CT 06905 $110,000,000 Senior Secured Revolving Credit Facility $1,340,000,000 Senior Secured Term Facility Commitment Letter Ladies and Gentlemen: You have advised HPS Investment Partners, LLC (“HPS”, “Bank”, “w

AGI / Alamos Gold Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINION G

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2016 ACHIEVES RESULTS IN LINE WITH FULL YEAR 2016 GUIDANCE

Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2016 ACHIEVES RESULTS IN LINE WITH FULL YEAR 2016 GUIDANCE STAMFORD, Conn., March 31, 2017 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global

Alamos Gold Inc. ESP

CORRESP 1 filename1.htm January 18, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: Stephen Krikorian Accounting Branch Chief Office of Information Technologies and Services Re: Affinion Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 10, 2016 Form 8-K Furnished on October 27, 2016 File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2016 AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016

EX-99.1 2 d273239dex991.htm EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016 STAMFORD, Conn., October 27, 2016 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Compan

AGI / Alamos Gold Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 agi-10q20160930.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Regulation FD Disclosure

8-K 1 d67488d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 17, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d224610d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdic

Amendment No. 1, dated as of October 4, 2016, to the Shareholders Agreement, dated as of November 9, 2015, by and among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 4, 2016, File No. 000-55577).

EX-10.1 EXHIBIT 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT This Amendment (this ?Amendment?) dated as of October 4, 2016, is made by Affinion Group Holdings, Inc., a Delaware corporation (the ?Company?). Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Shareholders Agreement (as defined below). RECITALS A. The Company entered in

Regulation FD Disclosure

8-K 1 d241725d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 15, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdic

Regulation FD Disclosure

8-K 1 d241725d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 15, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdic

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2016 (July 29, 2016) AFFINION GROUP HOLDINGS, INC.

AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.1 CONFORMED COPY AGREEMENT AND GENERAL RELEASE Affinion Group, Inc., a Delaware corporation ("Affinion"), Affinion Group Holdings, Inc., a Delaware corporation ("Holdings," and together with Affinion, the “Company”), and Sloane Levy (hereinafter collectively with her heirs, executors, administrators, successors and assigns, "EMPLOYEE") mutually desire to enter into this Agreement and Ge

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d229057d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdicti

SUPPLEMENTAL INDENTURE NO. 1

Exhibit 4.2 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of July 14, 2016, among Incentive Networks LLC (the “Additional Non-Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (“Affinion Group”), Affinion International Holdings Limited (or it

AGI / Alamos Gold Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINI

SUPPLEMENTAL INDENTURE NO. 7

Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 7 SUPPLEMENTAL INDENTURE No. 7 (this “Supplemental Indenture”), dated as of July 14, 2016, among Incentive Networks LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), the Issuer, and Wells Far

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016 STAMFORD, Conn., July 27, 2016 ? Affinion Group Holdings, Inc. (?Affinion Holdings? or the ?Company?), a global leader in loyalty and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2016 (July 19, 2016) AFFINION GROUP HOLDINGS, INC.

Deloitte & Touche LLP

EX-16.1 2 d196232dex161.htm EX-16.1 Exhibit 16.1 Deloitte & Touche LLP 695 East Main Street Stamford, CT 06901 USA Tel: 203-708-4000 www.deloitte.com June 2, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Sirs/Madams: We have read Item 4.01 of Affinion Group Holdings, Inc. and Affinion Group, Inc. Form 8-K dated June 2, 2016, and we agree with the statements

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 d196232d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2016 (May 31, 2016) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other J

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2016 AFFINION GROUP HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d191193d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2016 (April 29, 2016) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other

AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS

Exhibit 10.1 AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”) as of March , 2016 (the “Date of Grant”). W I T N E S S E T H WHEREAS, the Company has adopted

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016

EX-99.1 2 d183888dex991.htm EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2016 REAFFIRMS FULL YEAR GUIDANCE FOR 2016 STAMFORD, Conn., April 28, 2016 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d183888d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdiction o

AGI / Alamos Gold Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFIN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d159532d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 25, 2016 (March 21, 2016) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State o

Amendment to Employment Agreement, dated as of March 9, 2016, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.51 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).

EX-10.51 2 agi-ex1051452.htm EX-10.51 Exhibit 10.51 Egr. Sig. Dear Mr. Michele Conforti 38 Eaton Mews South London SW1W9HR (UK) Michele Conforti 38 Eaton Mews South London SW1W9HR (UK) La presente scrittura integrativa modifica il Suo contratto di lavoro, datato 14 maggio 2007, così come successivamente di volta in volta modificato e variato. This amendment letter amends your employment agreement,

AGI / Alamos Gold Inc. 10-K - Annual Report - 10-K

10-K 1 agi-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission fi

Form of Affinion Group Holdings, Inc. 2016 Long Term Incentive Award Agreement (incorporated by reference to Exhibit 10.52 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).

Exhibit 10.52 AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN 2016 LONG TERM INCENTIVE PLAN AWARD AGREEMENT THIS AWARD AGREEMENT (the “Agreement”) is made effective as of the day of March 2016 (hereinafter the “Date of Grant”) between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and [] (the “Participant”). R E C I T A L S: WHEREAS, the Company has established the

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.53 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).

Exhibit 10.53 AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of March , 2016 (the “Date of Grant”), is made by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and [] (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Affinion

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT · Affinion Group, LLC (DE) · Affinion Developments, LLC (DE) · Affinion PD Holdings, Inc. (DE) · Affinion Benefits Group, LLC (DE) · Affinion Data Services, Inc. (DE) · Affinion Investments, LLC (DE) · Affinion Publishing, LLC. (DE) · CCAA Corporation (DE) · Long Term Preferred Care, Inc. (TN) · Trilegiant Corporation (DE) · Cardwell Agency Inc. (VA) · S

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)

Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (unaudited) For the Year Ended Dec. 31, 2011 For the Year Ended Dec. 31, 2012 For the Year Ended Dec. 31, 2013 For the Year Ended Dec. 31, 2014 For the Year Ended Dec. 31, 2015 Earnings: Pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiar

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d92722d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 3, 2016 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55577 16-1732155 (State or Other Jurisdiction of

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2015 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $268.5 MILLION

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2015 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $268.5 MILLION STAMFORD, Conn., March 3, 2016 ? Affinion Group Holdings, Inc. (?Affinion Holdings? or the ?Company?), a

TERMINATION AGREEMENT (Apollo Consulting Agreement)

EXHIBIT 10.8 EXECUTION VERSION TERMINATION AGREEMENT (Apollo Consulting Agreement) This Termination Agreement (this ?Termination Agreement?) is made and entered into as of November 9, 2015 by and among AFFINION GROUP, INC., a Delaware corporation (the ?Company?) and APOLLO MANAGEMENT V, L.P. (?Consultant?). RECITALS WHEREAS, the Company and Consultant (each a ?Party? and together the ?Parties?) ar

AMENDMENT TO THE WARRANT AGREEMENT

EXHIBIT 10.6 EXECUTION VERSION AMENDMENT TO THE WARRANT AGREEMENT This Amendment (this ?Amendment?) dated as of November 9, 2015, is made by and between Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), American Stock Transfer & Trust Company, LLC (the ?Warrant Agent?) and the Holders of a majority of the outstanding Warrants. Capitaliz

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d18302d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2015 (November 9, 2015) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 A

AFFINION GROUP HOLDINGS, INC. ANNOUNCES COMPLETION OF EXCHANGE OFFERS, CONSENT SOLICITATIONS AND RIGHTS OFFERING

EXHIBIT 99.2 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES COMPLETION OF EXCHANGE OFFERS, CONSENT SOLICITATIONS AND RIGHTS OFFERING ? Company Has Completed Private Exchange Offers, Consent Solicitations and Rights Offering for $110 Million in Cash ? Approximately $585 Million of Indebtedn

Nominating Agreement, dated as of November 9, 2015, between Affinion Group Holdings, Inc. and Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (incorporated by reference to Exhibit 10.4 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).

EXHIBIT 10.4 EXECUTION VERSION NOMINATING AGREEMENT This Nominating Agreement (as it may be amended from time to time, this ?Agreement?) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the ?Company?), and Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (?Third Avenue?). RECITALS WHEREAS, pursuant to the Certificate (as defined

Nominating Agreement, dated as of November 9, 2015, between Affinion Group Holdings, Inc. and Ares Management LLC, on behalf of certain affiliated funds and managed accounts (incorporated by reference to Exhibit 10.5 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).

EXHIBIT 10.5 EXECUTION VERSION NOMINATING AGREEMENT This Nominating Agreement (as it may be amended from time to time, this ?Agreement?) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the ?Company?), and Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, ?Ares?). RECITALS WHEREAS, pursuant to the Cert

TERMINATION AGREEMENT (Second Amended and Restated Registration Rights Agreement)

EX-10.9 EXHIBIT 10.9 EXECUTION VERSION TERMINATION AGREEMENT (Second Amended and Restated Registration Rights Agreement) This Termination Agreement (this “Termination Agreement”) is made and entered into as of November 9, 2015 by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Parent”), GENERAL ATLANTIC PARTNERS 79, L.P. (“GAP 79”), G

Fourth Amended and Restated Certificate of Incorporation of Affinion Group Holdings, Inc., filed in the State of Delaware on November 9, 2015 (incorporated by reference to Exhibit 3.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).

EX-3.1 EXHIBIT 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFFINION GROUP HOLDINGS, INC. (Dated November 9, 2015) THIS FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of Affinion Group Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), has been duly adopted by the stockholders and the Board of Directors of

Fourth Amended and Restated By-laws of Affinion Group Holdings, Inc., adopted on November 9, 2015 (incorporated by reference to Exhibit 3.2 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).

EX-3.2 EXHIBIT 3.2 AFFINION GROUP HOLDINGS, INC. Incorporated under the laws of the State of Delaware FOURTH AMENDED AND RESTATED BY-LAWS As adopted on November 9, 2015 FOURTH AMENDED AND RESTATED BY-LAWS OF AFFINION GROUP HOLDINGS, INC. ARTICLE I OFFICES 1.1. Registered Office. The registered office of Affinion Group Holdings, Inc. (the “Corporation”) in the State of Delaware shall be 160 Greentr

AMENDMENT TO THE SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT

EXHIBIT 10.2 EXECUTION VERSION AMENDMENT TO THE SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT This Amendment (this “Amendment”), dated as of October 27, 2015, is made by Affinion Group Holdings, Inc. (“Affinion Holdings”), Affinion International Holdings Limited (“Affinion International” and, together with Affinion Holdings, the “Affinion Parties”) and Empyrean Capital Partners, L.P. as the backsto

INTERCOMPANY SUBORDINATION AGREEMENT

EX-10.1 EXHIBIT 10.1 EXECUTION VERSION INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of November 9, 2015 (as amended or otherwise modified from time to time, this “Subordination Agreement”), is made among Affinion Group, Inc. (“Affinion Group”) as the “Subordinated Creditor” and each other Person that may from time to time become a party hereto as a “Subo

SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT

EXHIBIT 10.1 EXECUTION VERSION SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT, dated September 29, 2015 (this “Agreement”), by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), Affinion International Holdings Limited (“Issuer” and together with the Company, the “Affinion Parties” and each individually, an “Affinion Party”) a

Limited Warrant, dated as of November 9, 2015, issued by Affinion Group Holdings, Inc. (incorporated by reference to Exhibit 10.7 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).

EX-10.7 EXHIBIT 10.7 WARRANT NO. 1 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE (AS DEFINED HEREIN). THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”) AND THE STOCKHOLDERS PARTY THERETO, THE CERTIFICATE OF INCORPORATION AND THE

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.3 FINAL FORM REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2015, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the ?Company?) and the holders listed on Schedule I hereto (each a ?Holder? and, collectively, the ?Holders?). RECITALS WHEREAS, this Agreement is being entered into in connection with the issuanc

SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS; VOTING Section 1.1 Stockholders; Voting 2 Section 1.2 Restrictive Lege

EX-10.2 EXHIBIT 10.2 FINAL FORM SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., AND THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS; VOTING Section 1.1 Stockholders; Voting 2 Section 1.2 Restrictive Legend 2 ARTICLE II MANAGEMENT AND CONTROL OF BUSINESS Section 2.1 Board of Directors 3 Section 2.2 Restrictions on Au

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2015 REPORTS $75.5 MILLION IN QUARTERLY ADJUSTED EBITDA AND ADJUSTED LTM EBITDA AT $278.0 MILLION REAFFIRMS 2015 ADJUSTED EBITDA GUIDANCE

EXHIBIT 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2015 REPORTS $75.5 MILLION IN QUARTERLY ADJUSTED EBITDA AND ADJUSTED LTM EBITDA AT $278.0 MILLION REAFFIRMS 2015 ADJUSTED EBITDA GUIDANCE STAMFORD, Conn., November 12, 2015 ? Affin

AFFINION INTERNATIONAL HOLDINGS LIMITED as Issuer the GUARANTORS named herein $110,000,000 7.5% CASH/PIK SENIOR NOTES DUE 2018 Dated as of November 9, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITION

EX-4.1 EXHIBIT 4.1 EXECUTION VERSION AFFINION INTERNATIONAL HOLDINGS LIMITED as Issuer the GUARANTORS named herein $110,000,000 7.5% CASH/PIK SENIOR NOTES DUE 2018 INDENTURE Dated as of November 9, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 29 SECTION

AFFINION GROUP HOLDINGS, INC. ANNOUNCES SATISFACTION OF MINIMUM CONDITIONS

Exhibit 99.2 Exhibit 99.2 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES SATISFACTION OF MINIMUM CONDITIONS ? Expiration Time remains scheduled for November 3, 2015 ? Settlement date remains expected to be November 9, 2015 STAMFORD, Conn., November 2, 2015 ? Affinion Group Holdings, Inc. (

AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXTENSION OF EXPIRATION TIME AND OTHER CHANGES TO THE PRIVATE EXCHANGE

EX-99.1 2 d20293dex991.htm EXHIBIT 99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXTENSION OF EXPIRATION TIME AND OTHER CHANGES TO THE PRIVATE EXCHANGE OFFERS • Reduces Minimum Conditions for Existing Notes • Extends Deadline for Total Consideration in Exchange Offers to

Armstrong Flooring FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2015 (October 27, 2015) AFFINION GROUP HOLDINGS, INC.

SUPPLEMENTAL INDENTURE NO. 1

EX-4.2 EXHIBIT 4.2 SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this ?Supplemental Indenture?) dated as of October 19, 2015 among Affinion Investments, LLC, a Delaware limited liability company (the ?Issuer?), Affinion Investments II, LLC, a Delaware limited liability company (the ?Guarantor?) and Wells Fargo Bank, National Association, a national banking association, as trustee (the

AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXTENSION OF CONSENT TIME AND WITHDRAWAL DEADLINE IN EXCHANGE OFFERS AND CONSENT

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXTENSION OF CONSENT TIME AND WITHDRAWAL DEADLINE IN EXCHANGE OFFERS AND CONSENT SOLICITATIONS STAMFORD, Conn., October 14, 2015 ? Affinion Group Holdings, Inc. (?Affinion Holdings? and, together with its subsidiaries, the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d56737d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 19, 2015 (October 13, 2015) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (Sta

AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRELIMINARY RESULTS OF CONSENT SOLICITATIONS; MINIMUM TENDER CONDITIONS NOT YET SATISFIED

EX-99.2 Exhibit 99.2 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRELIMINARY RESULTS OF CONSENT SOLICITATIONS; MINIMUM TENDER CONDITIONS NOT YET SATISFIED STAMFORD, Conn., October 15, 2015 ? Affinion Group Holdings, Inc. (?Affinion Holdings? and, together with its subsidiaries, the ?Com

SUPPLEMENT NO. 4

EX-4.3 EXHIBIT 4.3 SUPPLEMENT NO. 4 SUPPLEMENT NO. 4 (this “Supplement”) dated as of October 19, 2015 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors party hereto and Affinion Investments, LLC, a Delaware limited liability company and wholly owned unrestricted subsidiary of the Issuer (the “Holder” or “Affinion Investments”), as the Holder under the Ind

SUPPLEMENTAL INDENTURE NO. 1

EX-4.1 EXHIBIT 4.1 SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of October 19, 2015 between Affinion Group Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent (in both such capacities, the “Trustee”), under the Indenture (as defined be

AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRIVATE EXCHANGE OFFERS FOR THE 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 AND 13.50% SENIOR SUBORDINATED NOTES DUE 2018, RELATED CONSENT SOLICITATIONS AND PRIVATE RIGHTS OFFERING

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRIVATE EXCHANGE OFFERS FOR THE 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 AND 13.50% SENIOR SUBORDINATED NOTES DUE 2018, RELATED CONSENT SOLICITATIONS AND PRIVATE RIGHTS OFFERING ? Company Has Commenced Privat

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d78255d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2015 (September 29, 2015) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 agi-10q20150630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissio

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2015 REPORTS ADJUSTED LTM EBITDA AT $274.6 MILLION

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2015 REPORTS ADJUSTED LTM EBITDA AT $274.6 MILLION STAMFORD, Conn., July 30, 2015 ? Affinion Group Holdings, Inc. (?Affinion Holdings? or the ?Company?), the global leader in e

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d95049d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2015 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 agi-10q20150331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2015 REAFFIRMS FULL YEAR GUIDANCE FOR 2015

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2015 REAFFIRMS FULL YEAR GUIDANCE FOR 2015 STAMFORD, Conn., April 30, 2015 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), the global leader in enabling

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2015 AFFINION GROUP HOLDINGS, INC.

Amendment to Employment Agreement, dated as of February 2, 2015, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit 10.43 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.43 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (?Amendment?), by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (?Affinion?), and TODD SIEGEL (?Executive?) (collectively, the ?Parties?) is made as of February 2, 2015. WHEREAS, the Company, Affinion and Executive

Amendment to the Webloyalty Holdings, Inc. 2005 Equity Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.45 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.45 AMENDMENT TO THE WEBLOYALTY HOLDINGS, INC. 2005 EQUITY AWARD PLAN THIS AMENDMENT (?Amendment?) to the Webloyalty Holdings, Inc. 2005 Equity Award Plan is made as of April 1, 2014. WHEREAS, Affinion Group Holdings, Inc., a Delaware corporation (?Holdings?), currently maintains the Webloyalty Holdings, Inc. 2005 Equity Award Plan (the ?Plan?); WHEREAS, pursuant to Section 16 of the Pla

Employment Agreement, dated as of December 27, 2014, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Robert Lyons (incorporated by reference to Exhibit 10.48 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.48 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (?Affinion?, together with the ?Company,? the ?Companies?), and Robert Lyons (?Executive?) (collectively the ?Parties?) is made as of 12/27, 2014 (the ?Effective Date?

SUPPLEMENT NO. 3

EX-4.26 3 agi-ex42620141231929.htm EX-4.26 Exhibit 4.26 EXECUTION VERSION SUPPLEMENT NO. 3 SUPPLEMENT No. 3 (this “Supplement”), dated as of March 9, 2015, among Connexions SMV, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), and the Issuer. WITN

Employment Agreement, dated as of April 13, 2007, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.46 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.46 Egr. sig. Michele Conforti Via Posillipo 69/27 80123, Napoli Italy Dear Mr. Michele Conforti Via Posillipo 69/27 80123, Napoli Italy La presente per confermarle la Sua assunzione alle dipendenze della AFFINION International S.r.l. in qualità di Dirigente, I have pleasure in confirming, on behalf of AFFINION International S.r.l., your employment as executive. MANSIONI Dirlgente dirett

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2015 AFFINION GROUP HOLDINGS, INC.

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT ? Affinion Group, LLC (DE) ? Affinion Developments, LLC (DE) ? Affinion PD Holdings, Inc. (DE) ? Affinion Benefits Group, LLC (DE) ? Affinion Data Services, Inc. (DE) ? Affinion Investments, LLC (DE) ? Affinion Publishing, LLC. (DE) ? CCAA Corporation (DE) ? Long Term Preferred Care, Inc. (TN) ? Trilegiant Corporation (DE) ? Cardwell Agency Inc. (VA) ? S

CONSULTING AGREEMENT

Ehxhibit 10.42 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”), dated as of May 13, 2013 (the “Effective Date”), is entered into by and between Trilegiant Corporation, a Delaware corporation (the "Company"), and RJF Consulting, LLC with an address of 129 Quarter Horse Lane, Fairfield, Connecticut 06824 (the "Consultant"). WHEREAS, the Company desires to retain the services of Con

SUPPLEMENTAL INDENTURE NO. 6

Exhibit 4.25 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 6 SUPPLEMENTAL INDENTURE No. 6 (this ?Supplemental Indenture?), dated as of March 9, 2015, among Connexions SMV, LLC (the ?Additional Subsidiary Guarantor?), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the ?Issuer?), the Issuer, and Wells Fargo

Secondment Agreement, dated as of May 9, 2014, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.47 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.47 Egr. Sig. Michele Conforti 38 Eaton Mews South London SW1W9HR (UK) Dear Mr. Michele Conforti 38 Eaton Mews South London SW1W9HR (UK) Il presente documento costituisce l'aggiornamento della precedente lettera di distacco datata 22 Aprile 2013. Tale aggiornamento sostituisce interamente Ia precedente lettera di distacco che quindi non e´ piu´ effettiva ed in forza. La presente per comu

AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2014 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $281.7 MILLION

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2014 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $281.7 MILLION STAMFORD, Conn., March 19, 2015 ? Affinion Group Holdings, Inc. (?Affinion Holdings? or the ?Company?), t

Form of Affinion Group Holdings, Inc. 2007 Stock Award Plan Retention Award Agreement (incorporated by reference to Exhibit 10.49 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.49 AFFINION GROUP HOLDINGS, INC. 2007 STOCK AWARD PLAN RETENTION AWARD AGREEMENT THIS RETENTION AWARD AGREEMENT (the ?Agreement?), is made, effective as of the day of March, 2015 (hereinafter the ?Date of Grant?), between Affinion Group Holdings, Inc., a Delaware corporation, (the ?Company?), and (the ?Participant?). R E C I T A L S: WHEREAS, the Company has adopted the Affinion Group H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINION G

Amendment to the Affinion Group Holdings, Inc. 2007 Stock Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.44 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).

Exhibit 10.44 AMENDMENT TO THE AFFINION GROUP HOLDINGS, INC. 2007 STOCK AWARD PLAN THIS AMENDMENT (?Amendment?) to the Affinion Group Holdings, Inc. 2007 Stock Award Plan is made as of April 1, 2014. WHEREAS, Affinion Group Holdings, Inc., a Delaware corporation (?Holdings?), currently maintains the Affinion Group Holdings, Inc. 2007 Stock Award Plan (the ?Plan?), pursuant to which employees, dire

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)

Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (unaudited) For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011 For the Year Ended Dec. 31, 2012 For the Year Ended Dec. 31, 2013 For the Year Ended Dec. 31, 2014 Earnings: Pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiar

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2014 REPORTS $72.1 MILLION IN QUARTERLY ADJUSTED EBITDA REAFFIRMS 2014 ADJUSTED EBITDA GUIDANCE OF $280-$295 MILLION

Press Release Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2014 REPORTS $72.1 MILLION IN QUARTERLY ADJUSTED EBITDA REAFFIRMS 2014 ADJUSTED EBITDA GUIDANCE OF $280-$295 MILLION STAMFORD, Conn., October 30, 2014 – Affinion Group, Inc. (

SUPPLEMENT NO. 2

Exhibit 4.2 EXECUTION VERSION SUPPLEMENT NO. 2 SUPPLEMENT No. 2 (this ?Supplement?), dated as of October 3, 2014, among SkyMall Ventures, LLC (the ?Additional Subsidiary Guarantor?), a Nevada limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the ?Issuer?), and the Issuer. WITNESSETH: WHEREAS, the Issuer and the Subsid

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d812490d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2014 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisd

SUPPLEMENTAL INDENTURE NO. 5

Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 5 SUPPLEMENTAL INDENTURE No. 5 (this “Supplemental Indenture”), dated as of October 3, 2014, among SkyMall Ventures, LLC (the “Additional Subsidiary Guarantor”), a Nevada limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), the Issuer, and Wells Farg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2014 AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINI

SUPPLEMENTAL INDENTURE NO. 4

Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 4 SUPPLEMENTAL INDENTURE No. 4 (this “Supplemental Indenture”), dated as of July 24, 2014, among Propp Corp. (the “Additional Subsidiary Guarantor”), an Illinois corporation and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), the Issuer, and Wells Fargo Bank, National Associ

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2014 AND UPDATES 2014 ADJUSTED EBITDA GUIDANCE TO A RANGE OF $280-295 MILLION

EX-99.1 Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2014 AND UPDATES 2014 ADJUSTED EBITDA GUIDANCE TO A RANGE OF $280-295 MILLION STAMFORD, Conn., July 31, 2014 – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in e

AGREEMENT AND GENERAL RELEASE

Exhibit 10.2 EXECUTION VERSION AGREEMENT AND GENERAL RELEASE Affinion Group, Inc., a Delaware corporation ("Affinion" or the "Company"), Affinion Group Holdings, Inc., a Delaware corporation ("Holdings"), and Steve Upshaw (hereinafter collectively with his heirs, executors, administrators, successors and assigns, "EMPLOYEE") mutually desire to enter into this Agreement and General Release, effecti

SUPPLEMENT NO. 1

Exhibit 4.2 EXECUTION VERSION SUPPLEMENT NO. 1 SUPPLEMENT No. 1 (this “Supplement”), dated as of July 24, 2014, among Propp Corp. (the “Additional Subsidiary Guarantor”), an Illinois corporation and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), and the Issuer. WITNESSETH: WHEREAS, the Issuer and the Subsidiary Guarantors have he

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2014 (July 3, 2014) AFFINION GROUP HOLDINGS, INC.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2014 (June 6, 2014) AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS OFFER TO EXCHANGE ITS OUTSTANDING 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 FOR SERIES A WARRANTS AND ITS CONCURRENT PRE-EMPTIVE RIGHTS OFFER

Press Release Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS OFFER TO EXCHANGE ITS OUTSTANDING 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 FOR SERIES A WARRANTS AND ITS CONCURRENT PRE-EMPTIVE RIGHTS OFFER STAMFORD, Conn., June 6,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d730053d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 22, 2014 (May 20, 2014) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or O

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; AMENDMENT NO. 4 TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT; AND AMENDMENT NO. 3 TO THE HOLDINGS GUARANTEE AND PLEDGE AGREEMENT

Amendment No. 4 to the Amended and Restated Credit Agreement Exhibit 10.1 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; AMENDMENT NO. 4 TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT; AND AMENDMENT NO. 3 TO THE HOLDINGS GUARANTEE AND PLEDGE AGREEMENT AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; AMENDMENT NO. 4 TO THE AMENDED AND RESTATED GUARANTEE A

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d722115d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2014 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisdiction of

AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRIVATE OFFER TO EXCHANGE ITS OUTSTANDING 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 FOR NEW SERIES A WARRANTS

Press Release Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP HOLDINGS, INC. ANNOUNCES PRIVATE OFFER TO EXCHANGE ITS OUTSTANDING 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 FOR NEW SERIES A WARRANTS STAMFORD, Conn., May 7, 2014 — Affinion Group Holdings, Inc. (“Affinion Holdings”) announced

Regulation FD Disclosure, Entry into a Material Definitive Agreement

8-K 1 d717231d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2014 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisdic

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED MARCH 31, 2014 REPORTS $70.5 MILLION IN QUARTERLY ADJUSTED EBITDA REAFFIRMS 2014 GUIDANCE

EX-99.1 2 d714193dex991.htm PRESS RELEASE Exhibit 99.1 More information: Torrey Martin SVP, Communications and Corporate Development 203.956.8746 [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED MARCH 31, 2014 REPORTS $70.5 MILLION IN QUARTERLY ADJUSTED EBITDA REAFFIRMS 2014 GUIDANCE STAMFORD, Conn., April 24, 2014 – Affinion Group, Inc. (“Affinion” or the “Co

Amendment to Affinion Group Holdings, Inc.’s 2007 Stock Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.2 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, File No. 333-133895).

EXHIBIT 10.2 AMENDMENT TO THE AFFINION GROUP HOLDINGS, INC. 2007 STOCK AWARD PLAN THIS AMENDMENT (?Amendment?) to the Affinion Group Holdings, Inc. 2007 Stock Award Plan is made as of April 1, 2014. WHEREAS, Affinion Group Holdings, Inc., a Delaware corporation (?Holdings?), currently maintains the Affinion Group Holdings, Inc. 2007 Stock Award Plan (the ?Plan?), pursuant to which employees, direc

Form of Performance Incentive Award Agreement pursuant to Affinion Group Holdings, Inc.’s 2007 Stock Award Plan (incorporated by reference to Exhibit 10.3 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, File No. 333-133895).

EXHIBIT 10.3 AFFINION GROUP HOLDINGS, INC. 2007 STOCK AWARD PLAN PERFORMANCE INCENTIVE AWARD AGREEMENT THIS PERFORMANCE INCENTIVE AWARD AGREEMENT (the “Agreement”), is made, effective as of the day of April, 2014 (hereinafter the “Date of Grant”), between Affinion Group Holdings, Inc., a Delaware corporation, (the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFIN

Offer Letter, dated as of January 16, 2014, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Robert A. Lyons (incorporated by reference to Exhibit 10.1 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, File No. 333-133895).

EXHIBIT 10.1 January 16, 2014 Robert A. Lyons 12 Trevor Way Sudbury, MA 01776 Bob, Subject to approval by the compensation committee of the Board of Directors of Affinion, we are pleased to present our offer for the position of Executive Vice President, Chief Operations Officer, Affinion Group effective March 10, 2014. In this role, you will report directly to Todd Siegel, Chief Executive Officer,

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 24, 2014 AFFINION GROUP HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1, 2014 (March 26, 2014) AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINION G

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2013 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $293.3 MILLION EXPECTS FLAT TO MODESTLY HIGHER LEVELS OF ADJUSTED EBITDA IN 2014

Press Release EXHIBIT 99.1 More information: James Hart, SVP, Investor Relations 203.956.8746 (O) 203.339.2578 (M) [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2013 ACHIEVES FULL YEAR ADJUSTED EBITDA OF $293.3 MILLION EXPECTS FLAT TO MODESTLY HIGHER LEVELS OF ADJUSTED EBITDA IN 2014 STAMFORD, Conn., February 27, 2014 – Affinion Group,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2014 AFFINION GROUP HOLDINGS, INC.

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)

Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (unaudited) For the Year Ended Dec. 31, 2009 For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011 For the Year Ended Dec. 31, 2012 For the Year Ended Dec. 31, 2013 Earnings: Pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiar

Employment Agreement, dated as of December 16, 2013, by and among Affinion Group Holdings, Inc., Affinion Group, Inc. and Gregory S. Miller (incorporated by reference to Exhibit No. 10.32 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, File No. 333-133895).

EXHIBIT 10.32 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and Greg Miller (“Executive”) (collectively the “Parties”) is made as of December 16, 2013 (the “Effective

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT · Affinion Net Patents, Inc. (DE) · Affinion Group, LLC (DE) · Affinion Developments, LLC (DE) · Alclear Holdings, LLC (DE) · Affinion Benefits Group, LLC (DE) · Affinion Data Services, Inc. (DE) · Affinion Investments, LLC (DE) · Affinion Publishing, LLC. (DE) · CCAA Corporation (DE) · Long Term Preferred Care, Inc. (TN) · Trilegiant Corporation (DE) ·

AFFINION ANNOUNCES ORGANIZATIONAL CHANGES AND NEW HIRES IN SUPPORT OF VERTICAL INTEGRATION STRATEGY Addition of Experienced Leadership Complements Existing Talent

Press Release EXHIBIT 99.1 Media Contacts: James Hart Affinion Group (203) 956-8746 [email protected] AFFINION ANNOUNCES ORGANIZATIONAL CHANGES AND NEW HIRES IN SUPPORT OF VERTICAL INTEGRATION STRATEGY Addition of Experienced Leadership Complements Existing Talent STAMFORD, CT, February 26th – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies to connect a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2014 AFFINION GROUP HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2013 (December 16, 2013) AFFINION GROUP HOLDINGS, INC.

AFFINION ANNOUNCES LEADERSHIP CHANGE Former Affinion Executive Gregory Miller to Return as Chief Financial Officer

Exhibit 99.1 Media Contacts: James Hart Affinion Group (203) 956-8746 [email protected] AFFINION ANNOUNCES LEADERSHIP CHANGE Former Affinion Executive Gregory Miller to Return as Chief Financial Officer STAMFORD, CT, December 19th – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies to connect and engage with their customers, thereby creating rewarding rel

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AFFINION GROUP HOLDINGS, INC. (Dated December 11, 2013)

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFFINION GROUP HOLDINGS, INC. (Dated December 11, 2013) THIS THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of Affinion Group Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), has been duly adopted by the stockholders and the Board of Directors of t

AFFINION GROUP, INC. as Issuer the GUARANTORS named herein Wilmington Trust, National Association, as Holder Agent, Wells Fargo Bank, National Association, as New Investments Notes Representative, THE HOLDERS FROM TIME TO TIME PARTY HERETO 13.50% Sen

EX-4.3 Exhibit 4.3 AFFINION GROUP, INC. as Issuer the GUARANTORS named herein Wilmington Trust, National Association, as Holder Agent, Wells Fargo Bank, National Association, as New Investments Notes Representative, and THE HOLDERS FROM TIME TO TIME PARTY HERETO 13.50% Senior Subordinated Notes due 2018 NOTE AGREEMENT Dated as of December 12, 2013 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND I

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE COMPLETION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS

EX-99.1 13 d643655dex991.htm EX-99.1 Exhibit 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE COMPLETION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS STAMFORD, Conn., December 12, 2013 – Affinion Group Holdings, Inc. (“Affinion Holdings”) and Affinion Group, Inc. (“Affinion Group”) announced today that they complet

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; AND AMENDMENT NO. 3 TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

EX-10.1 7 d643655dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; AND AMENDMENT NO. 3 TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT; and AMENDMENT NO. 3 TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (collectively, this “Amendment”), dated as of December 12, 20

AFFINION INVESTMENTS, LLC as Issuer the GUARANTORS named herein $359,955,720 13.50% Senior Subordinated Notes due 2018 Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND I

EX-4.2 Exhibit 4.2 AFFINION INVESTMENTS, LLC as Issuer the GUARANTORS named herein $359,955,720 13.50% Senior Subordinated Notes due 2018 INDENTURE Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 29 Section 1.03. Incorporation by R

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AFFINION GROUP HOLDINGS, INC. THE HOLDERS PARTY HERETO DATED DECEMBER 12, 2013 TABLE OF CONTENTS Section 1. Definitions. 1 Section 2. Demand Registration. 7 Section 3. Piggyback Registration.

EX-10.4 10 d643655dex104.htm EX-10.4 Exhibit 10.4 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Among AFFINION GROUP HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED DECEMBER 12, 2013 TABLE OF CONTENTS Section 1. Definitions. 1 Section 2. Demand Registration. 7 Section 3. Piggyback Registration. 9 Section 4. Registrations on Form S-3. 10 Section 5. Holdback Agreement. 14 Section 6. Pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2013 (December 12, 2013) AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP HOLDINGS, INC. as Issuer $292,754,750 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINIT

EX-4.1 Exhibit 4.1 AFFINION GROUP HOLDINGS, INC. as Issuer $292,754,750 13.75%/14.50% SENIOR SECURED PIK/TOGGLE NOTES DUE 2018 INDENTURE Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 32 SECTION 1.03. Incorpor

AMENDMENT NO. 3 TO THE STOCKHOLDER AGREEMENT

EX-10.5 Exhibit 10.5 AMENDMENT NO. 3 TO THE STOCKHOLDER AGREEMENT This Amendment (this “Amendment”), dated as of December 12, 2013, is made by Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and each of the Major Stockholders of the Company that is a party hereto. WHEREAS, the Company and each of the Major Stockholders are parties to t

WARRANT AGREEMENT

EX-10.2 Exhibit 10.2 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of December 12, 2013, by and between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section

WARRANTHOLDER RIGHTS AGREEMENT AFFINION GROUP HOLDINGS, INC., AFFINION GROUP HOLDINGS LLC, GENERAL ATLANTIC PARTNERS 79, L.P., GAP-W HOLDINGs, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC THE HOLDERS

EX-10.3 Exhibit 10.3 WARRANTHOLDER RIGHTS AGREEMENT AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP HOLDINGS LLC, GENERAL ATLANTIC PARTNERS 79, L.P., GAP-W HOLDINGs, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC AND THE HOLDERS FROM TIME TO TIME PARTY HERETO DATED DECEMBER 12, 2013 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Certa

AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT

EX-10.6 12 d643655dex106.htm EX-10.6 Exhibit 10.6 AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT This Amendment (this “Amendment”), dated as of December 12, 2013, is made by Affinion Group, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”), and acknowledged and consented to by G

AFFINION GROUP HOLDINGS, INC. Incorporated under the laws of the State of Delaware THIRD AMENDED AND RESTATED As adopted on December 11, 2013 THIRD AMENDED AND RESTATED BY-LAWS OF AFFINION GROUP HOLDINGS, INC. ARTICLE I

EX-3.2 Exhibit 3.2 AFFINION GROUP HOLDINGS, INC. Incorporated under the laws of the State of Delaware THIRD AMENDED AND RESTATED BY-LAWS As adopted on December 11, 2013 THIRD AMENDED AND RESTATED BY-LAWS OF AFFINION GROUP HOLDINGS, INC. ARTICLE I OFFICES 1.1. Registered Office. The registered office of Affinion Group Holdings, Inc. (the “Corporation”) in the State of Delaware shall be 160 Greentre

SUPPLEMENTAL INDENTURE NO. 1

EX-4.1 Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of November 22, 2013 between Affinion Group Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), under the Indenture (as defined below). W I T N E S S E T H :

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 25, 2013 (November 22, 2013) AFFINION GROUP HOLDINGS, INC.

SUPPLEMENTAL INDENTURE NO. 9

EX-4.2 Exhibit 4.2 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 9 SUPPLEMENTAL INDENTURE NO. 9 (this “Supplemental Indenture”) dated as of November 22, 2013 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) under the Indenture (as defined be

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE REDUCTION IN MINIMUM CONDITION IN EXCHANGE OFFERS AND RECEIPT OF REQUIRED CONSENTS FOR AMENDMENTS TO EXISTING INDENTURES

Exhibit 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE REDUCTION IN MINIMUM CONDITION IN EXCHANGE OFFERS AND RECEIPT OF REQUIRED CONSENTS FOR AMENDMENTS TO EXISTING INDENTURES STAMFORD, Conn., November 22, 2013 – Affinion Group Holdings, Inc. (“Affinion Holdings”) and Affinion Group, Inc. (“Affinion Group”) annou

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE PRIVATE EXCHANGE OFFERS FOR THE 11.625% SENIOR NOTES DUE 2015 AND 11 1⁄2% SENIOR SUBORDINATED NOTES DUE 2015 AND RELATED CONSENT

EX-99.2 3 d624179dex992.htm PRESS RELEASE ISSUED BY AFFINION GROUP, INC. DATED 11/7/2013 Exhibit 99.2 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP HOLDINGS, INC. AND AFFINION GROUP, INC. ANNOUNCE PRIVATE EXCHANGE OFFERS FOR THE 11.625% SENIOR NOTES DUE 2015 AND 11 1⁄2% SENIOR SUBORDINATED NOTES DUE 2015 AND RELATED CONSENT SOLICITATIONS STAMFORD, Conn., November 7

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d624179d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2013 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 A

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2013 REPORTS $83.4 MILLION IN QUARTERLY ADJUSTED EBITDA ADJUSTED LTM EBITDA AT $328.4 MILLION

EX-99.1 2 d624179dex991.htm PRESS RELEASE ISSUED BY AFFINION GROUP, INC. DATED 11/7/2013 Exhibit 99.1 FOR ISSUANCE More information: James Hart, 203.956.8746(O) 203.339.2578(M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2013 REPORTS $83.4 MILLION IN QUARTERLY ADJUSTED EBITDA ADJUSTED LTM EBITDA AT $328.4 MILLION STAMFORD, Conn., November 7, 2013 – Affinion Group, In

Other Events

8-K 1 d610036d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2013 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 15, 2013 (August 9, 2013) AFFINION GROUP HOLDINGS, INC.

CONSULTING AGREEMENT

EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”), dated as of May 13, 2013 (the “Effective Date”), is entered into by and between Trilegiant Corporation, a Delaware corporation (the “Company”), and RJF Consulting, LLC with an address of 129 Quarter Horse Lane, Fairfield, Connecticut 06824 (the “Consultant”). WHEREAS, the Company desires to retain the services of Consu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-133895 AFFINI

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2013 LOYALTY AND INTERNATIONAL APPROACHING HALF A BILLION IN LTM REVENUE ADJUSTED EBITDA OF $84.6 MILLION UP VERSUS SECOND QUARTER 2012

Press Release Exhibit 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2013 LOYALTY AND INTERNATIONAL APPROACHING HALF A BILLION IN LTM REVENUE ADJUSTED EBITDA OF $84.6 MILLION UP VERSUS SECOND QUARTER 2012 STAMFORD, Conn., August 1, 2013 – Affinion Group, Inc. (“Affinion” or the “Company”), the global

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2013 AFFINION GROUP HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2013 (May 7, 2013) AFFINION GROUP HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2013 AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2013 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $85.5 MILLION LOYALTY AND INTERNATIONAL SET ALL-TIME QUARTERLY, LTM REVENUE HIGHS ON COMBINED 17.5% REVENUE INCREASE

Press Release EXHIBIT 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2013 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $85.5 MILLION LOYALTY AND INTERNATIONAL SET ALL-TIME QUARTERLY, LTM REVENUE HIGHS ON COMBINED 17.5% REVENUE INCREASE STAMFORD, Conn., April 25, 2013 – Affinion Group, Inc. (“Affinion” o

SUPPLEMENTAL INDENTURE NO. 8

EX-4.9 2 d445761dex49.htm SUPPLEMENTAL INDENTURE NO. 8, DATED AUGUST 22, 2012 EXHIBIT 4.9 SUPPLEMENTAL INDENTURE NO. 8 SUPPLEMENTAL INDENTURE No. 8 (this “Supplemental Indenture”), dated as of August 22, 2012 among BreakFive, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.2 4 d445761dex102.htm AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.2 EXECUTED COPY AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2012, among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corp

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) For the Year Ended Dec. 31, 2008 For the Year Ended Dec. 31, 2009 For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011 For the Year Ended Dec. 31, 2012

Statement re: Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (Unaudited) For the Year Ended Dec. 31, 2008 For the Year Ended Dec. 31, 2009 For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011 For the Year Ended Dec. 31, 2012 Earnings: Pre-tax income from continuing operations before a

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2012

Press Release EXHIBIT 99.1 More information: James Hart, SVP, Investor Relations 203.956.8746 (O) 203.339.2578 (M) [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2012 STAMFORD, Conn., February 28, 2013 – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies to connect and engage with their customers

SUPPLEMENTAL INDENTURE NO. 3

Supplemental Indenture No. 3, dated August 22, 2012 EXHIBIT 4.13 SUPPLEMENTAL INDENTURE NO. 3 SUPPLEMENTAL INDENTURE No. 3 (this “Supplemental Indenture”), dated as of August 22, 2012 among BreakFive, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2013 AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333

SUBSIDIARIES OF THE REGISTRANT

Subsidiaries of Affinion Group, Inc Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT • Affinion Benefits Group, LLC (formerly Progeny Marketing Innovations Inc.) (DE) • Affinion Data Services, Inc. (formerly Cendant Data Services, Inc.) (DE) • Affinion Group, LLC (formerly Cendant Marketing Group, LLC) (DE) • Affinion Investments, LLC (DE) • Connexions Loyalty, LLC (formerly Affinion Loyalty, LLC) (DE)

RESIGNATION AND ASSIGNMENT AGREEMENT

Resignation and Assignment Agreement Exhibit 10.1 RESIGNATION AND ASSIGNMENT AGREEMENT This Resignation and Assignment Agreement (this “Agreement”) is entered into as of December 21, 2012, by and among Bank of America, N.A. (“Bank of America”), in its capacity as resigning Administrative Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Existing Administ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2012 AFFINION GROUP HOLDINGS, INC.

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT; AND AMENDMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT AND CERTAIN OTHER LOAN DOCUMENTS

Amendment No. 2 to Amended and Restated Credit Agreement Exhibit 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT; AND AMENDMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT AND CERTAIN OTHER LOAN DOCUMENTS This Amendment No. 2 to Amended and Restated Credit Agreement; and Amendment No. 1 to Guarantee and Collateral Agreement and Certain Other Loan Documents (collectively, this “Amendm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d455714d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2012 (December 14, 2012) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Press Release Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION 28 November 2012 Affinion Group, Inc. No Intention to Make an Offer for CPPGroup Plc On 31 October 2012, CPPGroup Plc (“CPP”) announced the receipt of an initial, preliminary approach fr

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 28, 2012 AFFINION GROUP HOLDINGS, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d444075d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 26, 2012 (November 20, 2012) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Form of Amendment No.1 to the Amended and Restated Credit Agreement Exhibit 10.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2012, among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lende

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (?Amendment?), by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (?Affinion?), and STEVEN UPSHAW (?Executive?) (collectively, the ?Parties?) is made as of September 20, 2012. WHEREAS, the Company, Affinion and Execut

Amendment to Employment Agreement, dated as of September 20, 2012, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit No. 10.3 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, File No. 333-133895).

Amendment to Employment Agreement (Todd H. Siegel) Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (“Amendment”), by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”), and TODD SIEGEL (“Executive”) (collectively, the “Parties”) is made as of September 20

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment to Employment Agreement (Richard J. Fernandes) Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (“Amendment”), by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”), and RICHARD FERNANDES (“Executive”) (collectively, the “Parties”) is made as of

EMPLOYMENT AGREEMENT

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (?Affinion?, together with the ?Company,? the ?Companies?), and MARK GIBBENS (?Executive?) (collectively the ?Parties?) is made as of September 20, 2012 (the ?Effective

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2012 AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file nu

EMPLOYMENT AGREEMENT

EX-10.2 3 d414100dex102.htm AMENDMENT TO EMPLOYMENT AGREEMENT (NATHANIEL J. LIPMAN) Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”) and NATHANIEL J. LIPMAN (

More information: James Hart, 203.956.8746(O) 203.339.2578(M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2012 QUARTERLY ADJUSTED EBITDA INCREASES 5.2% ADJUSTED LTM EBITDA AT $357.1 MILLION

Press Release Exhibit 99.1 More information: James Hart, 203.956.8746(O) 203.339.2578(M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2012 QUARTERLY ADJUSTED EBITDA INCREASES 5.2% ADJUSTED LTM EBITDA AT $357.1 MILLION STAMFORD, Conn., November 1, 2012 – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies to connect and engage wi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2012 AFFINION GROUP HOLDINGS, INC.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2012 AFFINION GROUP HOLDINGS, INC.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d415940d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 26, 2012 (September 20, 2012) AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155

LEADING FINANCIAL EXECUTIVE JOINS AFFINION GROUP PREVIOUSLY ANNOUNCED EXECUTIVE SUCCESSION PLAN NOW COMPLETE Company Expands Senior Leadership Team with the Hire of Alcatel-Lucent Veteran Mark Gibbens as CFO

EXHIBIT 99.1 Media Contacts: James Hart Affinion Group (203) 956-8746 [email protected] LEADING FINANCIAL EXECUTIVE JOINS AFFINION GROUP PREVIOUSLY ANNOUNCED EXECUTIVE SUCCESSION PLAN NOW COMPLETE Company Expands Senior Leadership Team with the Hire of Alcatel-Lucent Veteran Mark Gibbens as CFO STAMFORD, CT, September 21st – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2012 ADJUSTED EBITDA OF $84.1 MILLION FLAT VERSUS SECOND QUARTER 2011 ADJUSTED LTM EBITDA AT $352.5 MILLION

Press Release Exhibit 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2012 ADJUSTED EBITDA OF $84.1 MILLION FLAT VERSUS SECOND QUARTER 2011 ADJUSTED LTM EBITDA AT $352.5 MILLION STAMFORD, Conn., July 26, 2012 – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d351497d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 26, 2012 AFFINION GROUP HOLDINGS, INC.

AFFINION ANNOUNCES EXECUTIVE SUCCESSION PLANS Upon execution of this plan in the early fall of 2012, Todd Siegel to be named CEO; Nathaniel Lipman to remain as Executive Chairman

Press Release Exhibit 99.1 Media Contacts: James Hart Affinion Group (203) 956-8746 [email protected] AFFINION ANNOUNCES EXECUTIVE SUCCESSION PLANS Upon execution of this plan in the early fall of 2012, Todd Siegel to be named CEO; Nathaniel Lipman to remain as Executive Chairman STAMFORD, CT, July 5th – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling companies t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 5, 2012 AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2012 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $82.3 MILLION

Press Release issued by Affinion Group, Inc. dated April 26, 2012 Exhibit 99.1 More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2012 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $82.3 MILLION STAMFORD, Conn., April 26, 2012 – Affinion Group, Inc. (“Affinion” or the “Company”), the global leader in enabling com

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d340292d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2012 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2012 (March 30, 2012) AFFINION GROUP HOLDINGS, INC.

SUPPLEMENTAL INDENTURE NO. 7

Exhibit 4.8 SUPPLEMENTAL INDENTURE NO. 7 SUPPLEMENTAL INDENTURE No. 7 (this ?Supplemental Indenture?), dated as of August 29, 2011 among Affinion Brazil Holdings I, LLC (?Affinion Brazil I?), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the ?Issuer?), Affinion Brazil Holdings II, LLC (?Affinion Brazil

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d309603d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2012 AFFINION GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-173105 16-1732155 (State or Other Jurisdict

EMPLOYMENT AGREEMENT

Employment Agreement (Sloane Levy) Exhibit 10.27 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and SLOANE LEVY (“Executive”) (collectively the “Parti

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2011 ACHIEVES $366.4 MILLION IN 2011 ADJUSTED EBITDA FULL YEAR REVENUE GROWS 11.5% OVER 2010

Press Release Exhibit 99.1 For Issuance More information: James Hart, SVP, Investor Relations 203.956.8746 (O) 203.339.2578 (M) [email protected] AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2011 ACHIEVES $366.4 MILLION IN 2011 ADJUSTED EBITDA FULL YEAR REVENUE GROWS 11.5% OVER 2010 STAMFORD, Conn., March 1, 2012 – Affinion Group, Inc. (“Affinion” or t

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) For the Year Ended Dec. 31, 2007 For the Year Ended Dec. 31, 2008 For the Year Ended Dec. 31, 2009 For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011

Statement re: Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (Unaudited) For the Year Ended Dec. 31, 2007 For the Year Ended Dec. 31, 2008 For the Year Ended Dec. 31, 2009 For the Year Ended Dec. 31, 2010 For the Year Ended Dec. 31, 2011 Earnings: Pre-tax income from continuing operations before a

SUPPLEMENTAL INDENTURE NO. 2

Supplemental Indenture No. 2 (Senior Notes) Exhibit 4.11 SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of August 29, 2011 among Affinion Brazil Holdings I, LLC (“Affinion Brazil I”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), Affini

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 7 d288218dex211.htm SUBSIDIARIES OF AFFINION GROUP, INC. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT • Affinion Benefits Group, LLC (formerly Progeny Marketing Innovations Inc.) (DE) • Affinion Data Services, Inc. (formerly Cendant Data Services, Inc.) (DE) • Affinion Group, LLC (formerly Cendant Marketing Group, LLC) (DE) • Affinion Investments, LLC (DE) • Affinion Loyalty, LLC (DE) • Aff

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333

AGREEMENT AND GENERAL RELEASE

Agreement and General Release (Lloyd Wirshba) Exhibit 10.26 AGREEMENT AND GENERAL RELEASE Affinion Group, Inc., a Delaware corporation (“Affinion” or the “Company”), Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), and Lloyd Wirshba (hereinafter collectively with his/her heirs, executors, administrators, successors and assigns, “EMPLOYEE”) mutually desire to enter into this Agre

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2012 (January 5, 2012) AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d229933d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2011 ACHIEVES REVENUE GROWTH IN ALL SEGMENTS AND GEOGRAPHIES ADJUSTED LTM EBITDA AT $335.5 MILLION

Exhibit 99.1 FOR ISSUANCE More information: James Hart, 203.956.8746(O) 203.339.2578(M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2011 ACHIEVES REVENUE GROWTH IN ALL SEGMENTS AND GEOGRAPHIES ADJUSTED LTM EBITDA AT $335.5 MILLION STAMFORD, Conn., October 27, 2011 – Affinion Group, Inc. (“Affinion” or the “Company”), a global leader in the designing, marketing and se

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2011 AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2011 ACHIEVES QUARTERLY ADJUSTED EBITDA OF $84.1 MILLION ON REVENUE GROWTH OF 13.7% ADJUSTED LTM EBITDA OF $330.6 MILLION

Exhibit 99.1 FOR RELEASE More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2011 ACHIEVES QUARTERLY ADJUSTED EBITDA OF $84.1 MILLION ON REVENUE GROWTH OF 13.7% ADJUSTED LTM EBITDA OF $330.6 MILLION STAMFORD, Conn., July 28, 2011 – Affinion Group, Inc. (“Affinion” or the “Company”), a global leader in the desi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2011 AFFINION GROUP HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

Affinion Group, Inc. Offer to Exchange

424B3 1 d424b3.htm FINAL PROSPECTUS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-173103 PROSPECTUS Affinion Group, Inc. Offer to Exchange $475,000,000 aggregate principal amount of 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933 for $475,000,000 aggregate principal amount of outstanding 7.875% Senior Notes due 2018. We hereby offe

As filed with the Securities and Exchange Commission on July 21, 2011

Table of Contents As filed with the Securities and Exchange Commission on July 21, 2011 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2011 AFFINION GROUP, INC. (Exact name of registrant as specified in charter) Delaware 333-133895 16-1732152 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2011 AFFINION GROUP, INC.

July 7, 2011

Opinion of Troutman Sanders LLP Exhibit 5.3 TROUTMAN SANDERS LLP Attorneys at Law Troutman Sanders Building 1001 Haxall Point P.O. Box 1122 (23218-1122) Richmond, VA 23219 804.697.1200 telephone 804.697.1339 facsimile troutmansanders.com July 7, 2011 Cardwell Agency, Inc. c/o Affinion Group, Inc. 6 High Ridge Park Stamford, Connecticut 06905 Re: Affinion Group, Inc. Registration Statement on Form

July 7, 2011

Opinion of Ice Miller LLP Exhibit 5.5 July 7, 2011 Watchguard Registration Services, Inc. c/o Affinion Group, Inc. 6 High Ridge Park Stamford, CT 06905 Re: Registration Statement on Form S-4 of Affinion Group, Inc. (No. 333-173103) Ladies and Gentlemen: We have acted as special Indiana counsel to Watchguard Registration Services, Inc., an Indiana corporation (the “Guarantor”), in connection with t

As filed with the Securities and Exchange Commission on July 7, 2011

Table of Contents As filed with the Securities and Exchange Commission on July 7, 2011 Registration No.

July 7, 2011

Opinion of Holland & Hart LLP Exhibit 5.4 July 7, 2011 Affinion Group, Inc. 6 High Ridge Park Stamford, CT 06905 Re: Securities and Exchange Commission Form S-4 Registration Statement (Registration No. 333-173103) Ladies and Gentlemen: We have acted as special counsel in the State of Wyoming (the “State”) to Trilegiant Auto Services, Inc., a Wyoming corporation (the “Guarantor”), a subsidiary of A

As filed with the Securities and Exchange Commission on June 7, 2011

As filed with the Securities and Exchange Commission on June 7, 2011 Registration No.

As filed with the Securities and Exchange Commission on June 3, 2011

Table of Contents As filed with the Securities and Exchange Commission on June 3, 2011 Registration No.

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) Year Ended December 31, 2006 Year Ended December 31, 2007 Year Ended December 31, 2008 Year Ended December 31, 2009 Year Ended December 31, 2010 Three Months Ended

Statement re: Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) (Unaudited) Year Ended December 31, 2006 Year Ended December 31, 2007 Year Ended December 31, 2008 Year Ended December 31, 2009 Year Ended December 31, 2010 Three Months Ended March 31, 2010 Three Months Ended March 31, 2011 Earnings: In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2011 AFFINION GROUP, INC.

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2011 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $96.2 MILLION INCREASES TRAILING TWELVE-MONTH ADJUSTED EBITDA TO $332.0 MILLION

Exhibit 99.1 FOR RELEASE More information: James Hart, 203.956.8746 (O) 203.339.2578 (M) AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2011 ACHIEVES FIRST QUARTER ADJUSTED EBITDA OF $96.2 MILLION INCREASES TRAILING TWELVE-MONTH ADJUSTED EBITDA TO $332.0 MILLION STAMFORD, Conn., April 29, 2011 ? Affinion Group, Inc. (?Affinion? or the ?Company?), a global leader in th

INDEX TO FINANCIAL STATEMENTS Audited Consolidated Financial Statements of Webloyalty Holdings, Inc. (“Webloyalty”): Independent Auditors’ Report 2 Consolidated Balance Sheets of Webloyalty as of December 31, 2010 and 2009 3 Consolidated Statements o

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Audited Consolidated Financial Statements of Webloyalty Holdings, Inc. (?Webloyalty?): Independent Auditors? Report 2 Consolidated Balance Sheets of Webloyalty as of December 31, 2010 and 2009 3 Consolidated Statements of Operations of Webloyalty for the years ended December 31, 2010, 2009 and 2008 4 Consolidated Statements of Convertible Preferred Stock,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 of Wells Fargo Bank, National Association Exhibit25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as s

FORM OF NOTICE TO INVESTORS AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its Outsta

EX-99.4 9 dex994.htm FORM OF LETTER TO CLIENTS Exhibit 99.4 FORM OF NOTICE TO INVESTORS OF AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its Outstanding 7.875% Senior Notes due 2018 THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YO

FORM OF NOTICE TO BROKERS-DEALERS AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its

Exhibit 99.3 FORM OF NOTICE TO BROKERS-DEALERS OF AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its Outstanding 7.875% Senior Notes due 2018 THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2011, UNLESS EXTEND

FORM OF LETTER OF TRANSMITTAL AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its Outs

Form of Letter of Transmittal Exhibit 99.1 FORM OF LETTER OF TRANSMITTAL of AFFINION GROUP, INC. Offer to Exchange up to $475,000,000 Aggregate Principal Amount of its 7.875% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended For Any and All of its Outstanding 7.875% Senior Notes due 2018 Pursuant to the Prospectus Dated [ ], 2011 THIS OFFER WILL EXPIRE A

As filed with the Securities and Exchange Commission on March 25, 2011

As filed with the Securities and Exchange Commission on March 25, 2011 Registration No.